深圳市汇顶科技股份有限公司 第五届董事会独立董事第二次专门会议决议 深圳市汇顶科技股份有限公司 一、 审议通过《关于终止发行股份及支付现金购买资产并募集配套资金事项 的议案》。 2025 年 3 月 3 日 全体独立董事基于审慎分析及独立判断的立场，形成审核意见如下： 公司终止本次交易是公司与相关各方充分沟通、审慎分析和友好协商后做出的 决定，不存在公司及相关方需承担相关违约责任的情况。目前，公司业务经营情况 正常，本次交易的终止对公司现有生产经营活动和战略发展不会造成重大不利影响， 不存在损害中小股东利益的情形。 基于独立判断，同意将本议案提交公司董事会审议。 表决结果：同意 3 票；反对 0 票；弃权 0 票。 深圳市汇顶科技股份有限公司 独立董事：王建新、郭磊明、郑正奇 第五届董事会独立董事第二次专门会议决议 根据深圳市汇顶科技股份有限公司（以下简称"公司"）董秘办于 2024 年 3 月 2 日发出的《深圳市汇顶科技股份有限公司第五届董事会独立董事第二次专门会议通 知》（以下简称"《通知》"），公司第五届董事会独立董事第二次专门会议于 2025 年 3 月 3 日以现场结合通讯方式召开。公司独立董事专 ...

但鉴于交易各方对本次交易进行协商和谈判后，公司与交易对方未能就本次交易对价等商业条款最终达 成一致意见，为切实维护公司及全体股东利益，经公司审慎研究，并与交易对方协商一致，决定终止本 次交易事项。 人民财讯3月3日电，汇顶科技(603160)3月3日晚间公告，之前，公司拟通过发行股份及支付现金的方式 购买云英谷科技股份有限公司（简称"云英谷"）100%股份，同时公司拟发行股份募集配套资金。 公司承诺自终止公告披露之日起1个月内不再筹划重大资产重组事项。 ...

Investment Rating - The report assigns an "Accumulate" rating for the company, marking the first coverage [1]. Core Insights - The company is positioned as a leader in fingerprint and touch control technologies, with a diverse product line that supports robust growth [6]. - The profit pressure period has ended, and the company is back on a growth trajectory, with significant profit recovery observed in 2024 [3][15]. - The introduction of a new ultrasonic fingerprint sensor is expected to catalyze growth in the Android market, enhancing the company's competitive position [3][49]. - The company plans to acquire Yunyinggu to create a complete OLED solution, which is anticipated to strengthen its market position [3][64]. - A diversified product portfolio, including light sensors and health sensors, is expected to stabilize revenue growth and enhance long-term growth certainty [3][23]. Summary by Sections Company Overview - The company, founded in 2002, provides leading semiconductor hardware and software solutions for smart terminals, IoT, and automotive electronics, evolving from a multi-functional phone chip supplier to a leader in touch control chips [6][9]. Financial Performance - The total revenue for 2023 is projected at 44.08 billion yuan, with a year-on-year growth of 30.3%. The net profit attributable to shareholders is expected to reach 1.65 billion yuan, reflecting a significant year-on-year increase of 122.1% [3]. - The company has successfully recovered from a period of losses in 2022, with net profit for the first three quarters of 2024 reaching 448 million yuan, a substantial increase compared to the previous year [15]. Product Lines and Market Position - The company has developed five key product lines: sensors, touch control, connectivity, audio, and security, which are widely used across various applications [9]. - The ultrasonic fingerprint recognition technology is expected to penetrate the market rapidly, with the first deployment in the Vivo X100 Ultra in May 2024 [3][44]. - The touch control products are positioned to benefit from the growing OLED market, with the company planning to enhance its capabilities through the acquisition of Yunyinggu [3][64]. Growth Projections - Revenue forecasts for 2024-2026 are 43.78 billion, 52.96 billion, and 64.01 billion yuan, with corresponding net profits of 6.09 billion, 9.25 billion, and 11.97 billion yuan, indicating strong growth potential [3].

证券代码：603160 证券简称：汇顶科技 公告编号：2025-005 深圳市汇顶科技股份有限公司 关于出售全资孙公司 100%股权的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 一、 本次交易概述 2024 年 11 月 4 日，汇顶香港与 Tessolve 签署了《股份购买与转让协议》， 约定在双方确认交割条件满足或已被豁免后的 10 个工作日内向汇顶香港支付本 次股权转让交易的首期转让对价 3,009.5 万欧元。汇顶香港已于 2025 年 2 月 7 日 收到 Tessolve 支付的 3,009.5 万欧元首期转让对价款。 截至本公告披露日，Tessolve 尚有剩余转让对价未支付，剩余转让对价基准 金额为 1,062.5 万欧元，剩余实际转让对价的支付金额将在剩余基准金额基础上 根据标的公司 2024 年及 2025 年上半年的营业收入及交割日的营运资金和净负 债情况进行调整。 （二）交易标的交割情况 1. 交割的先决条件完成情况 根据《股份购买与转让协议》约定，本次交易已满足交割的先决条件，包括 ...

证券代码：603160 证券简称：汇顶科技 公告编号：2025-004 深圳市汇顶科技股份有限公司 关于发行股份及支付现金购买资产并募集配套资金 事项的进展公告 本公司董事会及全体董事保证本公告内容不存在任何虚假记载、误导性陈 述或者重大遗漏，并对其内容的真实性、准确性和完整性承担个别及连带责任。 2024 年 12 月 6 日，公司第五届董事会第四次会议、第五届监事会第四次会 议审议通过了《关于公司本次发行股份及支付现金购买资产并募集配套资金方案 的议案》等与本次交易相关的议案。具体内容详见公司于 2024 年 12 月 7 日披露 的《《深圳市汇顶科技股份有限公司发行股份及支付现金购买资产并募集配套资金 预案》及《《关于披露发行股份及支付现金购买资产并募集配套资金预案暨公司股 票复牌的公告》（公告编号：2024-089）等相关公告。公司证券《（证券简称：汇顶 科技，证券代码：603160）已于 2024 年 12 月 9 日《（周一）开市起复牌。2025 年 1 月 6 日，公司在指定信息披露媒体披露了《《关于发行股份及支付现金购买资产 并募集配套资金事项的进展公告》（公告编号：2025-002）。 自本 ...

Investment Rating - The report maintains a "Buy" rating for the company, expecting a relative increase of over 15% compared to the CSI 300 index in the next six months [1][18]. Core Insights - The company is acquiring 100% of Yunyinggu Technology to enhance its business portfolio, which is expected to create significant synergies [1][4]. - The company has a stable increase in profitability, primarily focusing on touch and fingerprint chips, which are essential for smart terminals, IoT, and automotive electronics [5]. - The acquisition of Yunyinggu Technology, which specializes in display driver chips, will complement the company's existing product lines and enhance its competitive edge in the market [6]. Financial Performance - For the first half of 2024, the company expects to achieve revenues of CNY 50.33 billion, CNY 60.34 billion in 2025, and CNY 69.54 billion in 2026, with corresponding net profits of CNY 7.02 billion, CNY 8.56 billion, and CNY 10.15 billion [7]. - The revenue growth rates are projected at 30.26% for 2023, 14.18% for 2024, 19.88% for 2025, and 15.26% for 2026 [7]. - The gross margins for touch chips and fingerprint recognition chips are expected to recover, with gross margins of 52.28% and 34.64% respectively for the first half of 2024 [5]. Business Segments - The company's main product lines include touch chips, which accounted for 39.13% of revenue, and fingerprint recognition chips, which accounted for 36.51% in the first half of 2024 [5]. - Yunyinggu Technology's products, including AMOLED display driver chips and Micro-OLED display driver backplane chips, are crucial for meeting the current demands of the smartphone and VR/AR markets [6].

Revenue Expectations - The company expects to achieve an annual revenue of approximately 4,370 million yuan in 2024, representing a year-on-year decrease of about 0.86%[4]. Profit Projections - The projected net profit attributable to the parent company for 2024 is between 550 million yuan and 640 million yuan, an increase of 233.22% to 287.75% compared to the previous year[4]. - The net profit attributable to the parent company after deducting non-recurring gains and losses is expected to be between 490 million yuan and 580 million yuan, reflecting a year-on-year increase of 270.82% to 338.93%[4]. - The previous year's net profit attributable to the parent company was 165.05 million yuan, with a net profit after deducting non-recurring gains and losses of 132.14 million yuan[6]. Factors Influencing Profit - The increase in profit is attributed to the mass shipment of new products such as ultrasonic fingerprint sensors and NFC/eSE, along with a decrease in chip procurement costs[8]. - The company has improved its gross profit margin due to reduced product costs and enhanced management of assets, with no significant asset impairment reported[8]. - The company has focused on improving R&D efficiency and optimizing sales and management expenses, resulting in a year-on-year decrease in overall expenditures[8]. Forecast Validity - The performance forecast has not been audited by registered accountants, and there are no significant uncertainties affecting the accuracy of the forecast[9]. - The data provided is preliminary and the final financial figures will be disclosed in the official 2024 annual report[10]. - Investors are advised to be cautious regarding investment risks based on the preliminary nature of the forecast data[10].

Core Viewpoint - The company, Huida Technology, expects a significant increase in net profit for the year 2024, projecting a net profit attributable to shareholders of between 550 million to 640 million yuan, which represents a year-on-year increase of 385 million to 475 million yuan, or a growth of 233.22% to 287.75% [1] Group 1 - The company has successfully achieved mass shipments of new products such as ultrasonic fingerprint sensors, next-generation light sensors, and NFC/eSE during the reporting period [1] - The decrease in chip procurement costs and the positive impact of product iteration have contributed to a reduction in product costs [1] - The company's gross profit margin has effectively improved due to these factors [1]

Investment Rating - The investment rating for the company is "Buy" (maintained) [3] Core Views - The company is positioned to benefit from the release of demand across multiple product lines, including fingerprint recognition chips, touch control chips, audio products, and wireless connectivity solutions, particularly in the context of the AI era [1][2] - The company has a strong market presence in the semiconductor solutions for smart terminals, IoT, and automotive electronics, with significant revenue contributions from its fingerprint recognition and touch control chip businesses [1] - The anticipated growth in revenue and profit margins is driven by technological upgrades, market expansion, and strategic acquisitions [1][7] Summary by Sections Business Overview - The company operates in four core business areas: sensing, computing, connectivity, and security, primarily targeting smart terminals, IoT, and automotive electronics [1] - In 2023, the revenue contribution from fingerprint recognition chips was 42.87%, while touch control chips accounted for 34.34% [1] Growth Drivers - The growth is attributed to the expansion of the OLED market, continuous upgrades in core product lines, and the maturation of other product lines such as audio products and wireless connectivity solutions [1] - The company is expected to see rapid growth in the shipment of ultrasonic fingerprint products starting in 2023, which will significantly enhance revenue and gross profit levels [1][7] Financial Projections - Revenue forecasts for 2025 and 2026 have been adjusted upwards to 62.69 billion and 74.68 billion respectively, with net profit estimates for the same years revised to 9.52 billion and 12.31 billion [7] - The projected P/E ratios for 2024 to 2026 are 46.4, 36.6, and 28.3 respectively, indicating a positive outlook for the company's financial performance [7][8] Market Position - The company is recognized as a leading supplier in the fingerprint and touch control chip markets, with a growing customer base among smartphone brands [1][2] - The strategic acquisition of Yunyinggu Technology is expected to enhance the company's market position and product offerings in the OLED display driver chip sector [7]

Investment Rating - The report initiates coverage with a "Buy" rating for the company [5]. Core Views - The company is transitioning from a leader in touch control to a pioneer in the fingerprint recognition market, with significant innovations in sensor, computing, connectivity, and security technologies driving growth in IoT and automotive electronics [1][8]. - The company is expected to see substantial revenue growth driven by new product launches, particularly in the ultrasonic fingerprint sensor and automotive electronics sectors [2][3]. Summary by Sections 1. Transition and Innovation - The company has established itself as a leading chip design firm, focusing on smart terminals, IoT, and automotive electronics, with a strong emphasis on R&D and technological innovation [1][8]. - The product innovation cycle is identified as the core driver of the company's revenue growth, with significant contributions from the fingerprint recognition segment [16][17]. 2. Touch Control Business - The touch control chip business has shown steady growth, with a diverse product matrix and a focus on automotive electronics, which is expected to be a key growth area [2][25]. - The company’s capacitive touch chips generated revenue of 8.8 billion yuan in the first half of 2024, accounting for 39.1% of total revenue with a gross margin of 52.3% [20][22]. 3. Fingerprint Recognition Technology - The company is transitioning to ultrasonic fingerprint recognition technology, which offers advantages such as thinner modules, support for wet hand unlocking, and lower power consumption compared to optical solutions [3][49]. - The ultrasonic fingerprint sensor is expected to see significant market penetration in 2024, with large-scale commercial deployment anticipated [21][49]. 4. Other Chip Developments - The company is set to release various new products, including light sensors and health sensors, which are expected to contribute to revenue growth [3][22]. - The acquisition of Yunying Valley is aimed at enhancing the company's competitiveness in the display chip market [3]. 5. Financial Projections - Revenue projections for 2024-2026 are estimated at 46.80 billion yuan, 58.83 billion yuan, and 65.21 billion yuan, respectively, with corresponding net profits of 6.42 billion yuan, 8.74 billion yuan, and 10.22 billion yuan [4][3].